Theravance Biopharma CFO Reports 9,368-Share Withholding for Tax on RSUs

Rhea-AI Filing Summary

Sawaf Aziz, SVP & Chief Financial Officer of Theravance Biopharma (TBPH), reported a disposition of 9,368 ordinary shares on 08/20/2025 at an effective price of $13.39 per share. The filing states these shares were withheld by the issuer to satisfy tax withholding obligations arising from the vesting of previously granted restricted stock units, and the withholding was not an open-market sale. After the withholding, Mr. Aziz beneficially owns 355,422 ordinary shares, held directly.

Positive

• Insider retains substantial direct ownership: 355,422 ordinary shares remain beneficially owned after the transaction.
• Withholding executed by issuer, not open-market sale, indicating the disposition was administrative to cover taxes rather than an active sale by the officer.

Negative

• Reduction in holdings: 9,368 shares were disposed of via withholding, reducing the reporting person\'s stake.
• Recorded transaction price: the withholding was valued at $13.39 per share, which may reflect recent grant valuation or prevailing share price at vesting.

Insights

Financial Analyst

TL;DR: Routine tax-withholding reduced insider holdings; no open-market disposition suggests limited market impact.

The report shows a non-market withholding of 9,368 shares to cover taxes tied to RSU vesting at $13.39 per share, leaving 355,422 shares owned directly. Because the transaction was an issuer withholding rather than an open-market sale, this is typically viewed as a mechanical reduction in share count rather than an active insider sell signal. The size of the withholding relative to total holdings is modest and likely immaterial to shareholder control or dilution metrics.

Corporate Governance Expert

TL;DR: Transaction reflects standard executive compensation mechanics, not governance or compliance concerns.

The Form 4 documents tax-withholding tied to RSU vesting, a common administrative action after equity grants vest. The filing identifies the reporting person as an officer (SVP & CFO) and indicates direct ownership post-transaction. There are no disclosures of additional derivative transactions, agreements, or coordinated sales in this filing, and the withholding was executed by the issuer, which typically aligns with standard equity compensation practices and governance protocols.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Sawaf Aziz

(Last) (First) (Middle)

C/O THERAVANCE BIOPHARMA US, LLC

901 GATEWAY BLVD

(Street)

SOUTH SAN FRANCISCO CA 94080

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Theravance Biopharma, Inc. [ TBPH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP & CHIEF FINANCIAL OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Ordinary Shares	08/20/2025		F		9,368(1)	D	$13.39	355,422	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Shares withheld to satisfy tax obligations arising out of the vesting of previously granted restricted stock units. The share withholding transaction was with the issuer and did not involve an open market transaction.

	/s/ Brett A. Grimaud, Attorney-in-Fact	08/22/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What transaction did TBPH insider Sawaf Aziz report on Form 4?

The Form 4 reports a disposition of 9,368 ordinary shares on 08/20/2025 due to share withholding for tax obligations from RSU vesting.

Was the 9,368-share disposition by TBPH an open-market sale?

No. The filing states the shares were withheld by the issuer to satisfy tax obligations and did not involve an open-market transaction.

How many TBPH shares does Sawaf Aziz own after the transaction?

After the withholding, the reporting person beneficially owns 355,422 ordinary shares held directly.

What was the per-share price recorded for the withheld TBPH shares?

The transaction is reported with a price of $13.39 per share for the withheld shares.

What is the reporting person\\'s role at Theravance Biopharma?

The reporting person is identified as SVP & Chief Financial Officer of Theravance Biopharma.